MAF BANCORP INC
8-K, 2000-05-19
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 20, 2000


                                MAF BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                          -----------------------------



           DELAWARE                     0-18121                  36-3664868
(State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer
          Incorporation)                                     Identification No.)




    55TH STREET & HOLMES AVENUE                                         60514
     CLARENDON HILLS, ILLINOIS                                        (Zip Code)
   (Address of principal executive
              offices)



        Registrant's telephone number, including area code (630) 325-7300




                                 NOT APPLICABLE
           (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST YEAR)


- --------------------------------------------------------------------------------

<PAGE>

Item 5.  Other Events.
         ------------

         On April 20, 2000, MAF Bancorp, Inc. announced its 2000 first quarter
earnings results as reflected in the attached press release which is
incorporated herein by reference and which constitutes a part of this report.

Item 7(c).  Exhibits.
            --------

Exhibit 99.1      Press Release dated April 20, 2000.


<PAGE>

                                    SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                               MAF Bancorp, Inc.



Date:    May 18, 2000                          By:  /s/ Jerry A. Weberling
                                                    ----------------------
                                                    Jerry A. Weberling
                                                    Executive Vice President and
                                                    Chief Financial Officer


<PAGE>

                                INDEX TO EXHIBITS
                                -----------------

Exhibit
- -------

99.1     Press Release dated April 20, 2000.



                                                                    EXHIBIT 99.1
                                                                    ------------

FOR IMMEDIATE RELEASE
- ---------------------

For:     MAF Bancorp, Inc.              Contacts:     Jerry A. Weberling, Chief
         55th Street & Holmes Avenue                    Financial Officer
         Clarendon Hills, IL 60514                    Michael J. Janssen, Senior
                                                        Vice President
         www.mafbancorp.com                           (630) 325-7300

MAF BANCORP REPORTS 20% EARNINGS INCREASE TO $.55 PER SHARE

         Clarendon Hills, Illinois, April 20, 2000 - MAF Bancorp, Inc. (MAFB)
announced today that earnings per share for the first quarter ended March 31,
2000 increased 20% to $.55 per diluted share, compared to $.46 per diluted share
reported in last year's first quarter. The strong results for the quarter were
attributable to higher net interest income, real estate development income and
deposit account service charges, as well as from a lower effective tax rate and
a lower number of outstanding shares resulting from ongoing stock repurchases.
The quarter was also highlighted by healthy deposit growth, and the continued
success of retail banking initiatives directed toward increasing the Company's
deposit account base.

         Net income for the period totaled $13.1 million compared to $11.7
million in the year earlier period. Cash earnings per share (diluted), which
excludes amortization of goodwill and deposit base intangibles, totaled $.58 in
the current quarter compared to $.49 in last year's first quarter. Return on
average equity was 14.9% in the current quarter and the return on average assets
was 1.11%.

         Net interest income, after provision for loan losses, totaled $30.2
million in the current quarter compared to $28.2 million a year ago and $29.6
million in the quarter ended December 31, 1999. The Bank's net interest margin
declined to 2.71% for the current quarter compared to 2.95% for the quarter
ended March 31, 1999 and compared to 2.77% for the quarter ended December 31,
1999. The yield on average interest-earning assets increased three basis points
to 7.11% over the past three months while the cost of interest-bearing
liabilities increased by 12 basis points to 4.76%. The six basis point decline
in the net interest margin over the past three months is primarily due to higher
funding costs on both deposits and borrowings. The continuing stock repurchase
plan also reduced the net interest margin. Management expects that the net
interest margin will continue to come under pressure over the next year due to
expected higher interest rates and increased competition for deposits. A
continuation of consumers' current preference for adjustable rate loans should
contribute to continued earning asset growth, however, and offset negative
margin pressure, resulting in growth in net interest income.

         Average interest-earning assets in the current quarter grew to $4.51
billion from $3.86 billion reported for last year's first quarter and up from
$4.33 billion reported for the quarter ended December 31, 1999. Despite higher
mortgage rates which slowed mortgage loan volume during the quarter, increases
in loans receivable balances led to the growth in interest-earning assets. The
balance sheet loan growth was generated from the high concentration of
adjustable rate loan originations which the Bank generally retains in its
portfolio. Loan volume totaled $302.4 million in the current quarter compared to
$391.1 million for the quarter ended March 31, 1999 and $399.3 million in the
quarter ended December 31, 1999.

         Non-interest income increased to $7.8 million in the current quarter,
compared to $7.3 million reported in the first quarter of last year. These
results were driven by increased real estate development profits and higher fee
income from deposit account products, offset by reduced gains on sales of loans
and investment securities. Income from real estate operations was strong in the
first quarter, totaling $2.5 million, compared to $621,000 in last year's first
quarter. A total of 93 residential lots were sold in the current quarter
compared to 46 lots in last year's first quarter. Despite the recent increases
in interest rates, new construction activity remains strong in the Company's
markets. Results in the Company's Tallgrass of Naperville development continue
to be excellent, accounting for most of the real estate development income in
the first quarter. A total of 216 lots were under contract at the end of the
quarter, including 138 lots in the Tallgrass development.


<PAGE>

         Deposit account service fees totaled $2.6 million for the quarter ended
March 31, 2000, up from the $2.2 million reported for the quarter ended March
31, 1999. Deposit account fee income is one of the Company's strongest revenue
growth areas, reflecting the Company's focus on growing its transaction account
base. Total checking accounts exceeded 106,000 at quarter end, increasing at an
annualized rate of 13.8% over the past three months. Loan servicing fee income
and brokerage commissions also showed healthy double digit percentage increases
over the prior year.

         The increasing interest rate environment and decline in loan
refinancing activity led to a decline in gain on sale of loans and
mortgage-backed securities to $57,000 in the current quarter. This compared to
$1.5 million a year ago. Loan sales in the current quarter totaled only $35.7
million compared to $139.2 million for the quarter ended March 31, 1999, as most
of the current period loan production was adjustable-rate product which the
Company generally does not sell. Gains on sale of investment securities also
declined from last year, totaling $133,000 compared to $538,000 in last year's
first quarter.

         Non-interest expense totaled $17.7 million in the current quarter,
compared to $16.2 million reported for the quarter ended March 31, 1999 and
$17.8 million for the quarter ended December 31, 1999. Compensation and benefits
expense totaled $10.1 million in the current quarter, compared to $9.5 million a
year ago. This change was primarily due to normal compensation increases and one
additional branch location. Advertising expense increased over the prior year by
$470,000, primarily due to the radio-based company branding campaign initiated
in 1999 and heavier print advertising for deposit products. Both programs have
been instrumental in expanding total deposits and new retail checking account
openings.

         The ratio of total non-interest expense to average assets improved to
1.50% for the current quarter, compared to 1.59% in last year's first quarter
and 1.56% three months ago. The Company's efficiency ratio, a measure of the
amount of expense needed to generate each dollar of revenue, remained strong at
46.3%, considerably better than peer group averages.

         Income tax expense totaled $7.2 million in the current quarter, equal
to an effective income tax rate of 35.5%, compared to $7.6 million and an
effective tax rate of 39.5% for the quarter ended March 31, 1999. The lower
effective income tax rate in the current period compared to a year ago was
primarily the result of proactive tax planning involving the 1999 transfer of
Bank portfolio assets to an operating subsidiary. In addition, the recognition
in the current period of income tax benefits relating to the resolution of
certain prior years' income tax issues resulted in a lower effective tax rate.

         Asset quality continued to be strong during the first quarter.
Non-performing assets at March 31, 2000 increased by $1.4 million to $24.5
million, or .51% of total assets, compared to $23.1 million or .50% of total
assets at December 31, 1999. The Company recorded a provision for loan losses of
$300,000 in the current quarter, while net loan charge-offs totaled only $9,000.
The Bank's allowance for loan losses was $17.6 million at March 31, 2000, equal
to 108.1% of total non-performing loans, 71.8% of total non-performing assets
and .44% of total loans receivable.

         Total assets increased to $4.82 billion at March 31, 2000, up $163.8
million from the $4.66 billion reported at December 31, 1999. The growth in
assets during the three-month period was driven by an increase in loans
receivable of $138.2 million. The balance of loans receivable at March 31, 2000
stood at $4.02 billion. Deposit growth was impressive during the current quarter
as balances increased by $57.5 million in the past three months, to $2.76
billion. The April 17, 2000 completion of two branch purchases in southwest
suburban Chicago will add approximately $91 million to the deposit base in the
second quarter.

         Borrowed funds increased by $96.6 million to $1.62 billion at March 31,
2000, compared to $1.53 billion at December 31, 1999. Total stockholders' equity
was $351.7 million at March 31, 2000, resulting in a stated book value per share
of $15.00 and a tangible book value per share of $12.42. The Company repurchased
690,800 shares of its common stock during the current quarter at an average
price of $18.04 per share. The Bank's tangible, core and risk-based capital
percentages of 6.27%, 6.27% and 12.13%, respectively, at March 31, 2000 exceeded
all regulatory requirements by a significant margin.


                                        2

<PAGE>

         MAF Bancorp is the parent company of Mid America Bank, a federally
chartered stock savings bank. The Bank operates a network of 27 retail banking
offices primarily in Chicago and its western suburbs. The Company's common stock
trades on the Nasdaq Stock Market under the symbol MAFB.

                           Forward-Looking Information
                           ---------------------------

         Statements contained in this news release that are not historical facts
may constitute forward-looking statements (within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended) which involve significant risks
and uncertainties. The Company intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and is including this
statement for purposes of invoking these safe harbor provisions. The Company's
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on the
operations and future prospects of the Company and the subsidiaries include, but
are not limited to, changes in interest rates, general economic conditions,
legislative/regulatory changes, monetary and fiscal policies of the U.S.
Government, including policies of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the Company's loan or investment
portfolios, demand for loan products, deposit flows, competition, demand for
financial services in the Company's market area, the possible short-term
dilutive effect of potential acquisitions, and accounting principles, policies
and guidelines. These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements.


                                        3

<PAGE>

                       MAF BANCORP, INC. AND SUBSIDIARIES
                              RESULTS OF OPERATIONS
                  (Dollars in thousands, except per share data)


<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                            ------------------
                                                              2000      1999
                                                            -------   --------
                                                                (UNAUDITED)

<S>                                                         <C>       <C>
Interest income .........................................   $80,091   $67,438
Interest expense ........................................    49,548    39,035
                                                            -------   -------
 Net interest income ....................................    30,543    28,403
Provision for loan losses ...............................       300       250
                                                            -------   -------
 Net interest income after provision for loan losses ....    30,243    28,153
Non-interest income:
 Gain on sale of:
    Loans receivable ....................................        49     1,456
    Mortgage-backed securities ..........................         8         4
    Investment securities ...............................       133       538
    Foreclosed real estate ..............................        72        12
 Income from real estate operations .....................     2,475       621
 Deposit account service charges ........................     2,570     2,205
 Loan servicing fee income ..............................       556       376
 Brokerage commissions ..................................       678       592
 Other ..................................................     1,218     1,512
                                                            -------   -------
    Total non-interest income ...........................     7,759     7,316
Non-interest expense:
 Compensation and benefits ..............................    10,145     9,466
 Office occupancy and equipment .........................     1,915     1,807
 Federal deposit insurance premiums .....................       147       404
 Data processing ........................................       716       591
 Advertising and promotion ..............................     1,002       532
 Amortization of goodwill ...............................       684       650
 Amortization of core deposit intangibles ...............       276       327
 Other ..................................................     2,801     2,403
                                                            -------   -------
    Total non-interest expense ..........................    17,686    16,180
                                                            -------   -------
    Income before income taxes ..........................    20,316    19,289
Income taxes ............................................     7,207     7,610
                                                            -------   -------
 Net income .............................................   $13,109   $11,679
                                                            =======   =======

Basic earnings per share: ...............................   $   .55   $   .47
                                                            =======   =======
Diluted earnings per share: .............................       .55       .46
                                                            =======   =======
</TABLE>

                                        4

<PAGE>

                       MAF BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                    MARCH 31,    DECEMBER 31,
                                                                                       2000         1999
                                                                                 -------------  ------------
                                                                                  (UNAUDITED)
ASSETS
- ------

<S>                                                                              <C>            <C>
Cash and due from banks ......................................................   $    46,245    $    71,721
Interest-bearing deposits ....................................................        21,089         51,306
Federal funds sold ...........................................................       115,364         35,013
Investment securities, at cost (fair value of $12,385 and $12,321) ...........        12,059         11,999
Investment securities available for sale, at fair value ......................       190,056        194,105
Stock in Federal Home Loan Bank of Chicago, at cost ..........................        78,275         75,025
Mortgage-backed securities, at amortized cost
  (fair value of $90,332  and $92,095) .......................................        94,144         94,251
Mortgage-backed securities available for sale, at fair value .................        37,887         39,703
Loans receivable held for sale ...............................................        37,899         12,601
Loans receivable, net of allowance for losses of $17,567 and $17,276 .........     3,984,857      3,871,968
Accrued interest receivable ..................................................        25,145         23,740
Foreclosed real estate .......................................................         8,221          7,415
Real estate held for development or sale .....................................        14,815         15,889
Premises and equipment, net ..................................................        42,516         42,489
Other assets .................................................................        53,048         49,640
Intangible assets, net of accumulated amortization of $11,515 and $10,555 ....        60,270         61,200
                                                                                 -----------    -----------
                                                                                 $ 4,821,890    $ 4,658,065

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

Liabilities:
 Deposits ....................................................................     2,756,789      2,699,242
 Borrowed funds ..............................................................     1,622,925      1,526,363
 Advances by borrowers for taxes and insurance ...............................        40,589         34,767
 Accrued expenses and other liabilities ......................................        49,936         44,772
                                                                                 -----------    -----------
    Total liabilities ........................................................     4,470,239      4,305,144
                                                                                 -----------    -----------
Stockholders' equity:
 Preferred stock, $.01 par value, authorized 5,000,000 shares; none
    outstanding ..............................................................            --             --
 Common stock, $.01 par value;
    80,000,000 shares authorized; 25,420,650 shares issued; 23,449,287
       and 23,911,508 shares outstanding .....................................           254            254
Additional paid-in capital ...................................................       197,320        194,874
Retained earnings, substantially restricted ..................................       202,140        198,156
Stock in Gain Deferral Plan; 223,453 shares ..................................           511            511
Accumulated other comprehensive loss .........................................        (4,022)        (3,675)
Treasury stock, at cost; 2,194,816 and 1,732,595 shares ......................       (44,552)       (37,199)
                                                                                 -----------    -----------
    Total stockholders' equity ...............................................       351,651        352,921


Commitments and contingencies ................................................   $ 4,821,890    $ 4,658,065
                                                                                 ===========    ===========

</TABLE>

                                        5

<PAGE>


                       MAF BANCORP, INC. AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                        (In thousands, except share data)

<TABLE>
<CAPTION>

                                                                MARCH 31,     DECEMBER 31,    MARCH 31,
                                                                  2000           1999           1999
                                                              ------------   ------------   ------------

<S>                                                           <C>            <C>            <C>
Book value per share ......................................   $     15.00    $     14.76    $     13.76
Tangible book value per share .............................         12.42          12.20          11.22
Stockholders' equity to total assets ......................          7.29%          7.58%          8.07%
Tangible capital ratio (Bank only) ........................          6.27%          6.32%          6.64%
Core capital ratio (Bank only) ............................          6.27%          6.32%          6.64%
Risk-based capital ratio (Bank only) ......................         12.13%         12.32%         12.96%
Common shares outstanding:
 Actual ...................................................    23,449,287     23,911,508     24,129,988
 Basic (weighted average) .................................    23,780,241     24,043,647     24,636,116
 Diluted (weighted average) ...............................    23,953,996     24,593,038     25,421,860

Non-performing loans ......................................   $    16,254    $    15,645    $    14,566
Non-performing assets .....................................        24,475         23,061         23,669
Allowance for loan losses .................................        17,567         17,276         16,794
Non-performing loans to total loans .......................           .41%           .40%           .43%
Non-performing assets to total assets .....................           .51%           .50%           .58%
Allowance for loan losses to total loans ..................           .44%           .44%           .50%
Mortgage loans serviced for others ........................   $ 1,231,644    $ 1,226,874    $ 1,124,392
Investment in Bank real estate subsidiaries ...............         8,054          7,930         12,802

</TABLE>

<TABLE>
<CAPTION>

                                                                                THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                             -------------------------
                                                                                2000           1999
                                                                             -----------   -----------

<S>                                                                          <C>           <C>
Average balance data:
 Total assets .............................................................  $4,731,076    $4,082,286
 Loans receivable .........................................................   3,950,441     3,362,180
 Interest-earning assets ..................................................   4,507,699     3,861,280
 Deposits .................................................................   2,583,165     2,533,651
 Interest-bearing liabilities .............................................   4,173,897     3,552,040
 Stockholders' equity .....................................................     352,317       339,608
Performance ratios (annualized):
 Return on average assets .................................................        1.11%         1.14%
 Return on average equity .................................................       14.88         13.76
 Average yield on interest-earning assets .................................        7.11          7.00
 Average cost of interest-bearing liabilities .............................        4.76          4.46
 Interest rate spread .....................................................        2.35          2.54
 Net interest margin ......................................................        2.71          2.95
 Average interest-earning assets to average interest-bearing liabilities ..      108.00        108.71
 Non-interest expense to average assets ...................................        1.50          1.59
 Non-interest expense to average assets and loans serviced for others .....        1.19          1.25
 Efficiency ratio .........................................................       46.34         45.99
Loan originations and purchases ...........................................  $  302,442    $  391,110
Loans and mortgage-backed securities sold .................................      35,712       139,197
Cash dividends declared per share .........................................         .09           .07

</TABLE>

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